Common use of Limitation of Liability; Exclusion of Consequential Damages Clause in Contracts

Limitation of Liability; Exclusion of Consequential Damages. 19.1 EXCEPT FOR CLAIMS ARISING AS A RESULT OF (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 22 AND (B) A PARTY’S INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY LOSSES UNDER SECTION 18: (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, ARISING FROM THE PERFORMANCE OF, OR RELATING TO, THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF, OR THE FORESEEABILITY OF, SUCH DAMAGES AND (II) IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR DAMAGES HEREUNDER EXCEED WITH RESPECT TO ANY SERVICES, THE AMOUNT OF THE ECONOMIC BENEFIT CALCULATED IN ACCORDANCE WITH SECTION 11.1.2(a) SOLELY TO THE EXTENT RELATED TO THE SERVICES HEREUNDER, EXCEPT IN THE CASE OF SUCH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 19.1 SHALL LIMIT EITHER PARTY’S LIABILITY FOR PAYMENT OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Limitation of Liability; Exclusion of Consequential Damages. 19.1 EXCEPT FOR CLAIMS ARISING AS A RESULT OF (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 22 AND (B) A PARTY’S INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY LOSSES UNDER SECTION 18: (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, ARISING FROM THE PERFORMANCE OF, OR RELATING TO, THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF, OR THE FORESEEABILITY OF, SUCH DAMAGES DAMAGES, AND (II) IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR DAMAGES HEREUNDER EXCEED EXCEED, WITH RESPECT TO ANY SERVICES, THE AMOUNT OF THE ECONOMIC BENEFIT CALCULATED IN ACCORDANCE WITH SECTION 11.1.2(a) FEES PAID BY SERVICE RECIPIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT, SOLELY TO THE EXTENT RELATED TO THE SERVICES HEREUNDER, EXCEPT IN THE CASE OF SUCH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 19.1 SHALL LIMIT EITHER PARTYSERVICE RECIPIENT’S LIABILITY FOR PAYMENT OBLIGATIONS OF THE FEES AND REIMBURSABLE COSTS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Limitation of Liability; Exclusion of Consequential Damages. 19.1 EXCEPT FOR CLAIMS ARISING AS A RESULT OF (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 22 AND (B) A PARTY’S INDEMNIFICATION OBLIGATIONS NEITHER PARTY SHALL HAVE LIABILITY WITH RESPECT TO THIRD PARTY LOSSES ITS OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE, FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES SUFFERED BY THE OTHER PARTY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 18SHALL NOT APPLY TO: (Ii) NEITHER PARTY WILL EW’S OR COMPANY’S INDEMNIFICATION OBLIGATIONS; OR (ii) BREACH OF ANY OF ITS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT. IN NO EVENT SHALL EW BE LIABLE TO THE OTHER COMPANY OR ANY THIRD PARTY FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER IN EXCESS OF THE AMOUNT OF THE LICENSE FEES ACTUALLY PAID, INCLUDING, WITHOUT LIMITATION, THOSE DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA OR LOSS OF PROFITS, WHETHER OR NOT EW HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED, UNDER AND ON ANY THEORY OF LIABILITY, ARISING FROM OUT OF OR IN CONNECTION WITH THE PERFORMANCE OFUSE OF THE LICENSED SOFTWARE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR RELATING TO, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO COMPANY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. COMPANY'S REMEDIES SET FORTH IN THIS AGREEMENT REGARDLESS ARE EXCLUSIVE AND IN LIEU OF ANY OTHER REMEDIES AVAILABLE TO COMPANY, WHETHER SUCH PARTY HAS BEEN NOTIFIED PROVIDED AT LAW, EQUITY OR OTHERWISE. EW’S MAXIMUM LIABILITY IN CONNECTION WITH THE LICENSED SOFTWARE UNDER ANY LEGAL THEORY SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LICENSE FEE PAID FOR THE PARTICULAR COPY OF THE POSSIBILITY OF, LICENSED SOFTWARE THAT IS DEFECTIVE OR WHICH CAUSES THE FORESEEABILITY OF, SUCH DAMAGES AND (II) IN NO EVENT SHALL EITHER PARTY’S LOSS. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY FOR DAMAGES HEREUNDER EXCEED WITH RESPECT TO ANY SERVICES, THE AMOUNT OF EW ARISING OUT OF THIS AGREEMENT AND/OR SALE/LICENSE/DISTRIBUTION OF THE ECONOMIC BENEFIT CALCULATED IN ACCORDANCE WITH SECTION 11.1.2(a) SOLELY LICENSED SOFTWARE TO NO MORE THAN THE EXTENT RELATED TO REFUND OF THE SERVICES HEREUNDER, EXCEPT IN LICENSE FEE PAID BY THE CASE OF SUCH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CLAIMANT FOR THE AVOIDANCE PARTICULAR COPY OF DOUBT, NOTHING THE LICENSED SOFTWARE IN THIS SECTION 19.1 SHALL LIMIT EITHER PARTY’S LIABILITY FOR PAYMENT OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENTQUESTION. LICENSE TERM AND TERMINATION.

Limitation of Liability; Exclusion of Consequential Damages. 19.1 IN NO EVENT (EXCEPT FOR CLAIMS ARISING AS A RESULT OF (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 22 AND (B) A PARTY’S INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD SECTION 3) WILL EITHER PARTY LOSSES UNDER SECTION 18: (IOR ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, MANAGERS OR AGENTS) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, SPECIALLOST DATA, INCIDENTALBUSINESS INTERRUPTION, INDIRECT, EXEMPLARY, PUNITIVE LOSS OF REPUTATION OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY COSTS OF LIABILITY, SUBSTITUTE SERVICES) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE ARISING FROM THE PERFORMANCE OF, OUT OF OR RELATING TOTO THE SOFTWARE, THE SERVICES, THE SYSTEM, THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OR ITS TERMINATION, EVEN IF ADVISED OF THE POSSIBILITY OFTHEREOF. FURTHER, OR THE FORESEEABILITY OFSOLE LIABILITY OF PREFECT (AND ITS OFFICERS, SUCH DAMAGES DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES AND (IIAGENTS, AND AFFILIATES THEREOF) IN NO EVENT SHALL EITHER PARTY’S LIABILITY TO CLIENT FOR DAMAGES HEREUNDER EXCEED WITH RESPECT TO FOR ANY SERVICES, CAUSE WHATSOEVER NOTWITHSTANDING THE AMOUNT OF THE ECONOMIC BENEFIT CALCULATED IN ACCORDANCE WITH SECTION 11.1.2(a) SOLELY TO THE EXTENT RELATED TO THE SERVICES HEREUNDER, EXCEPT IN THE CASE FORM OF SUCH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. FOR CLAIMS (INCLUDING NEGLIGENCE) SHALL BE LIMITED TO AN AMOUNT NOT EXCEEDING THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 19.1 SHALL LIMIT EITHER PARTY’S LIABILITY FOR PAYMENT OBLIGATIONS IN ACCORDANCE WITH TOTAL FEES PAID BY CLIENT TO PREFECT DURING THE TERMS OF THIS AGREEMENTTWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

Limitation of Liability; Exclusion of Consequential Damages. 19.1 EXCEPT THE CUMULATIVE LIABILITY OF ▇▇▇▇ DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS TO YOU FOR ALL CLAIMS ARISING AS A RESULT OUT OF OR IN RELATION TO THIS AGREEMENT (AINCLUDING, BUT NOT LIMITED TO ANY CLAIMS RELATING TO OR ARISING OUT OF THE SUPPORT SERVICES RENDERED HEREUNDER) A PARTY’S BREACH IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF ITS CONFIDENTIALITY OBLIGATIONS THE SUPPORT FEE PAID BY YOU TO JOHN DEERE FOR SERVICES UNDER SECTION 22 AND (B) A PARTY’S INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY LOSSES UNDER SECTION 18: (I) NEITHER PARTY WILL BE LIABLE THIS AGREEMENT DURING THE TERM. TO THE OTHER FOR ANY LOST PROFITSMAXIMUM EXTENT PERMITTED BY LAW, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, ARISING FROM THE PERFORMANCE OF, OR RELATING TO, THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF, OR THE FORESEEABILITY OF, SUCH DAMAGES AND (II) IN NO EVENT SHALL EITHER PARTY’S LIABILITY ▇▇▇▇ DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS BE LIABLE TO YOU FOR DAMAGES HEREUNDER EXCEED WITH RESPECT TO ANY SERVICESCONSEQUENTIAL, THE AMOUNT INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, EVEN IF JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS HAVE BEEN ADVISED OF THE ECONOMIC BENEFIT CALCULATED IN ACCORDANCE WITH SECTION 11.1.2(a) SOLELY TO THE EXTENT RELATED TO THE SERVICES HEREUNDER, EXCEPT IN THE CASE POSSIBILITY OF SUCH PARTY’S GROSS NEGLIGENCE POTENTIAL LOSS OR WILLFUL MISCONDUCTDAMAGE. FOR THE AVOIDANCE FOREGOING LIMITATION OF DOUBT, NOTHING IN LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. NOTE: SOME STATES AND PROVINCES DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS SECTION 19.1 SHALL LIMIT EITHER PARTY’S LIABILITY FOR PAYMENT OBLIGATIONS IN ACCORDANCE WITH SURVIVE THE TERMS TERMINATION OR EXPIRATION OF THIS AGREEMENT.